This SUBCONTRACT is entered into as of 04
February 2005, between Northrop Grumman Space & Mission Systems
Corp., an Ohio corporation, by and through Space Technology sector,
with an office at One Space Park, Redondo Beach, California 90278
(hereinafter also called “the Buyer”) and Maxwell
Technologies, Inc., a Delaware corporation, with an office at 9244
Balboa Avenue, San Diego, California 92133 (hereinafter also called
“the Seller”, “the Contractor”, or
“the Subcontractor”).

In consideration of the mutual promises,
covenants, and agreements herein set forth, the parties agree that
the Seller shall furnish and deliver to the Buyer all the supplies
and perform all the services set forth in this Subcontract, for the
consideration stated herein.

The rights and obligations of the parties to
this Subcontract shall be subject to, and governed by, the
Schedule, the Subcontract clauses of Systems 3392, and other
documents or specifications attached hereto or referenced
herein.

This Subcontract sets forth the entire agreement
and supersedes any and all prior agreements of the parties, whether
written or oral, concerning the subject matter hereof.

This Subcontract shall not be varied or changed
in its terms or conditions by any oral agreement or representation,
or otherwise than by an instrument in writing of even or subsequent
date thereto, properly executed.

The subcontract title used hereinabove and the
article titles used hereinbelow are for convenience only and shall
in no way be construed as an indication of meaning for interpretive
purposes.

Subcontract No. 65096QDM5S

Schedule

Applicability

Article No.

Article Title

x

I

Scope of
Work

x

II

Period of
Performance

x

III

Place of
Performance, Inspection and Acceptance

x

IV

Packaging,
Packing, FOB Point, and Shipping

x

V

Type of
Subcontract

x

VI

Key
Personnel

x

VII

Subcontract
Reports

x

VIII

Consideration
and Payment

x

IX

Funds Allocated
to Subcontract

x

X

Priority
Rating

x

XI

Notice of
Delay

x

XII

Termination for
Convenience

x

XIII

Buyer Itinerant
or Resident Representatives and Government Visits

x

XIV

Invoicing

x

XV

Exercise of
Options

x

XVI

Subcontract
Management

x

XVII

Release of News
Information

x

XVIII

Representations, Certifications, and Other
Statements

x

XIX

Subcontract
Cost Accounting Standards

¨

XX

Reserved

x

XXI

Submission of
Notice, Consent, Demand, or Request

¨

XXII

Reserved

x

XXIII

Not-to-Exceed
Agreement

¨

XXIV

Reserved

x

XXV

Prohibited
Materials

x

XXVI

Subcontract
Content and Order of Precedence

Article I—Scope of Work

A. The Seller, as an independent contractor and
not as an agent of the Buyer, shall, in conformance with the terms
and conditions more particularly set forth herein, provide the
necessary personnel, material, and facilities and do all things
necessary or incidental to accomplish the effort set forth in the
Statement of Work identified and made a part of this Subcontract
under Article No. XXVI hereof.

B. The Buyer was issued the prime contract or
higher-tier subcontract identified on the title page of this
Subcontract (hereinbelow called the aforementioned contract). The
Seller’s supplies and services deliverable under this
Subcontract will be utilized by the Buyer as part of the basis on
which the Buyer intends to fulfill its obligations under the
aforementioned contract.

The Buyer is relying on the Seller’s
agreement as set forth in this Subcontract and on the
Seller’s performance of same by timely delivery or
performance and may be unable to fulfill its obligations under the
aforementioned contract if the Seller should fail to do
so.

2

Subcontract No. 65096QDM5S

Article II—Period of
Performance

The Seller shall perform the work under this
Subcontract during the period 04 February 2005 to 31 August 2007
and shall deliver the required supplies or any services in
accordance with the delivery schedule set forth in the Statement of
Work or elsewhere within this Subcontract. Time is of the essence
in the Seller’s performance of this Subcontract.

Article III—Place of Performance,
Inspection, and Acceptance

A. The Seller shall perform the work under this
Subcontract at 9244 Balboa Avenue, San Diego California or at such
other substitute or supplemental locations as may be agreed to in
writing by the parties.

B. Final inspection and the Buyer’s
acceptance of all supplies and services and other effort described
herein as deliverable shall be made at Buyer’s facility in
Redondo Beach, California.

Article IV—Packaging, Packing, FOB Point,
and Shipping

A. The supplies to be delivered hereunder are to
be packaged and packed in accordance with the Statement of
Work.

B. The supplies to be delivered hereunder are to
be shipped FOB Destination in accordance with the
following:

NGST, One Space Park, Redondo Beach,
CA 90278

Article V—Type of
Subcontract

The subcontract work is to be performed on a
firm-fixed-price (FFP) (FAR 16.202) basis (except to any extent
that may be otherwise expressly provided for herein).

Article VI—Key Personnel

The Seller’s employees identified below
are key personnel, important to the successful performance of the
work under this Subcontract. The Seller agrees to assign these
employees to the performance of the work. Whenever, for any reason,
one or more of these employees becomes unavailable for assignment
for work under this Subcontract, the Seller shall replace each such
employee with a person of comparable ability as acceptable to the
Buyer. The Seller shall inform the Buyer in advance, in writing,
whenever such an employee change becomes necessary.

Robert Hillman – Electrical
Engineer

Mark Conrad – Software Engineer

Janet Patterson – Mechanical Engineer
Manager

Article VII—Subcontract
Reports

The Seller shall furnish reports, data, and
other documentation as identified in the Statement of
Work.

Article VIII—Consideration and
Payment

A.

The Buyer
shall, upon submission of proper invoices or vouchers and subject
to any funding limitation, withholding, set-off, or adjustment
provisions contained herein, pay the Seller a firm-fixed-price of
Five Million Nine Hundred Fourteen Thousand Seven Hundred
Ninety-Four Dollars and no Cents ($5,914,729.00) as full and
complete consideration for the satisfactory performance of all the
requirements of this Subcontract designated as falling under that
type of subcontract. If this Subcontract provides separate line
item prices and payments shall be made following delivery of such
lines items. In computing any discount time, such time shall
commerce upon the Buyer’s receipt of a proper invoice or
voucher and receipt of the items delivered.

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